How to Incorporate a Company in Nicaragua (2026): 8 Steps

By easyco Published October 9, 2026

To incorporate a company in Nicaragua in 2026, most foreign founders set up a sociedad anónima (S.A.). It needs at least two shareholders, who can be foreign individuals or companies. It is formed by a public deed signed before a Nicaraguan notary and registered at the Registro Público Mercantil of the department where it is domiciled. Under the Foreign Investment Law (Ley 1240, 2025), a foreign-owned company must also register its investment with the Ministry of Development, Industry and Trade (MIFIC). The company then gets its tax ID (RUC) from the DGI, its municipal registration and its INSS employer number before it starts trading. Contact us for a quote.

Want it handled for you? Talk to Easyco about company formation in Nicaragua.

Nicaragua’s company rules come from its Commercial Code (Código de Comercio), and registration is still done on paper. The country has 17 departmental property and commercial registries. You file in person at the one for your company’s domicile, and there is no online filing. In 2025 the rules for foreign investors changed. Ley 1240 replaced the Foreign Investment Promotion Law (Ley 344) and closed the old Ventanilla Única de Inversiones (VUI). Foreign investment is now registered with MIFIC’s Investment Directorate, which also helps coordinate the formation steps. This guide reflects the current rules.

How to incorporate a company in Nicaragua: 8 steps

1. Choose the structure

Sociedad anónima (S.A.), recommended for most foreign founders. It needs at least two shareholders, who can be individuals or companies, and they don’t need to be Nicaraguan or live in Nicaragua. Capital is divided into registered (nominative) shares that transfer by endorsement and an entry in the share register. Bearer shares are prohibited, and the name can be freely chosen.
Compañía limitada (Cía. Ltda.). It has the same tax treatment and the same formation steps as an S.A. Its capital is split into partners’ quotas instead of shares. Transferring a quota requires a public deed that must be registered, and the name must include a partner’s name followed by “y Cía. Ltda.”. It is used mainly by family or smaller businesses.
Branch of a foreign company. The parent’s shareholders approve the branch by resolution. A Nicaraguan notary then records it in a public deed that is registered like a new company, with an allocated capital and a legal representative in Nicaragua.

Nicaragua has no single-member companies, so you need at least two shareholders from day one. A parent company and one other company or person in the same group is a common setup.

2. Decide the board and the legal representative

In common practice the board of directors has at least a president and a secretary, and the directors are shareholders. They can be foreign and don’t need to live in Nicaragua. The company must also appoint a legal representative, who answers for it before the authorities. This person can be Nicaraguan or a foreigner who is a legal resident of Nicaragua. Their general power of attorney is registered right after the company. Easyco can coordinate legal representation for you.

3. Prepare the documents

The notary needs the company’s name, domicile, purpose, share capital and shareholdings, board and management rules, and the exact address of the premises where it will operate. A physical registered address is required. Shareholders provide their passports. Corporate shareholders provide their incorporation documents, proof of good standing and ownership details. Documents issued abroad must be apostilled and translated into Spanish. For branches, the parent’s documents must have been authenticated within the last 60 days. The ownership chain up to the individuals who ultimately control the company is also gathered at this stage for the beneficial ownership filing (step 5).

4. Sign the deed of incorporation and bylaws before a notary

The company is formed when the shareholders, in person or through attorneys with a power of attorney, sign the public deed of incorporation and bylaws (escritura de constitución y estatutos) before a Nicaraguan notary. The deed sets the capital, the number and value of the shares and how they will be paid up. Required capital depends on the activity: regulated sectors such as banking or warehousing have their own minimums, and we confirm the right figure for your business before the deed is drafted.

5. Register at the Registro Público Mercantil

The deed is filed at the Registro Público Mercantil of the department of the company’s domicile. After the company is registered, the registry also enrols it as a merchant (comerciante), registers its corporate and accounting books (minutes book, share register and accounting books) and records the legal representative’s power of attorney. The beneficial ownership information is filed at the same time, and it is a condition for registering the company. Processing times vary from registry to registry.

6. Register the foreign investment with MIFIC

Under Ley 1240 (in force since 2025), every foreign investment must be registered with MIFIC’s Investment Directorate (art. 6). This includes setting up, buying or taking a stake in a Nicaraguan company with capital brought from abroad. The registration produces the Single Foreign Investment Registration Certificate (RUIE). You need it for procedures with sector regulators, to claim any sector incentives and to be recognised as a foreign investor (arts. 7 and 9). The law sets no minimum investment amount. The application includes an investment plan and certified identification, all in Spanish. Registered investors must send quarterly progress reports on their investment plan to the relevant sector authority and provide statistical information to the Central Bank (art. 13).

7. Register for tax, municipal and social security

RUC: the company registers with the Dirección General de Ingresos (DGI) to get its Registro Único del Contribuyente, its tax ID.
Municipal registration (matrícula): at the city hall of each municipality where it operates.
INSS: registration as an employer with the Nicaraguan Social Security Institute.
Sector permits: regulated activities need a licence or registration from their regulator before they start. Examples include health products (MINSA), telecoms (TELCOR), energy and mining (MEM), transport and construction (MTI) and financial services (SIBOIF).

The company cannot start trading until it holds these registrations. Each one needs a tax address and the legal representative.

8. Open a corporate bank account

Nicaraguan banks run full know-your-customer checks on the company, its legal representative, its shareholders and its beneficial owners, and they ask about the source of funds. Ley 1240 guarantees foreign investors access to foreign currency, free convertibility under the exchange rules, and the right to send capital, profits and dividends abroad once taxes are paid (art. 12). Easyco helps you prepare the file and coordinates the account opening.

Taxes in Nicaragua for a new company

Corporate income tax (IR): Nicaragua taxes only income earned in Nicaragua. The company pays the higher of 30% of net taxable income or a definitive minimum tax of 1% to 3% of gross income, and pays it in monthly advance instalments. Newly incorporated companies are exempt from the minimum tax for their first three fiscal periods. The fiscal year is the calendar year, and the annual return is due within two months after year-end.
VAT (IVA): 15% standard rate; exports are taxed at 0%. Returns are filed monthly.
Withholding taxes: 15% on dividends paid to resident and non-resident shareholders; 20% on most service fees paid to non-residents. Nicaragua has, in principle, no double tax treaties.
Municipal taxes: a 1% monthly tax on sales of goods and services in each municipality. The annual municipal registration (matrícula) costs 2% of average income for the last quarter of the previous year, or 1% of the capital invested for a new business.
Employer costs: INSS employer contributions of 21.5% of gross salary (22.5% for employers with more than 50 staff), plus 2% for the INATEC training tax.

We confirm the taxes that apply to your activity before you start, and our accounting team can handle the monthly filings.

After incorporation: what to keep up with

Every month: IR advance payment, VAT return, municipal tax, withholding returns and, if you have staff, the INSS and INATEC payments.
Every year: the income tax return within two months after year-end (by the end of February for calendar-year companies), and renewal of the municipal registration.
Corporate records: keep the minutes book, the share register and the accounting books up to date. Register board elections and changes of shareholders, and keep the beneficial ownership information current.
Foreign investment reporting: quarterly progress reports on the investment plan, and statistical information to the Central Bank when it asks (Ley 1240, art. 13).

How long does it take?

It depends on how quickly the apostilled documents are ready, on the departmental registry, on the MIFIC registration and on the tax, municipal and bank steps. Registry speed varies between departments. We give you a schedule with your quote.

FAQ

Can a foreigner own 100% of a Nicaraguan company?

Generally yes. The shareholders can all be foreign individuals or companies, and you don’t need a Nicaraguan partner. You do need at least two shareholders, a legal representative who is Nicaraguan or a resident foreigner, and the foreign investment registration with MIFIC. Regulated activities need a licence first.

Is there a minimum capital?

Regulated sectors such as banking or warehousing set their own minimum capital. For an ordinary company, we confirm the capital to state in the deed for your activity before it is drafted.

Can I register the company online?

No. The deed is signed before a notary and filed in person at the departmental Registro Público Mercantil.

Does the 2020 foreign agents law apply to a commercial company?

The Foreign Agents Regulation Law (Ley 1040) excludes companies doing strictly commercial or economic activity, including foreign companies’ subsidiaries and branches and foreign investments (art. 5). A company that stays within that commercial scope does not register as a foreign agent. We review your planned activities as part of the onboarding.

How much does it cost?

It depends on the structure and the services you need. Contact us for a quote.

Easyco services in Nicaragua

Company formation, coordinated with a Nicaraguan notary
Foreign investment registration with MIFIC (RUIE)
Legal representation
Tax and accounting, including the monthly IR, VAT and municipal returns
Payroll and INSS registration
Corporate bank account opening

Expanding elsewhere in Central America? Read how to form a company in Honduras or how to form a company in Costa Rica.

Start your company in Nicaragua with Easyco. We coordinate the notary, the registry filing, the MIFIC registration, the tax, municipal and INSS registrations and the bank account, and we can stay on for monthly tax filings and payroll.